Terms of appointment
These are the terms that form part of every ClearCDM appointment as CDM principal designer, published here in full so you can read them before you send us a quote. The appointment document you receive also contains the scope of services and duty holder information for your project, and the fee proposal for your project is issued separately.
These Terms of Appointment form part of the appointment of ClearCDM / Robbie Thompson Design Ltd as CDM Principal Designer. They should be read together with the Scope of Services above and the Fee Proposal issued separately.
Part A: the appointment
Clause 1: parties and appointment
1.1 ClearCDM / Robbie Thompson Design Ltd (the “Principal Designer”) is appointed to provide CDM Principal Designer services under the Construction (Design and Management) Regulations 2015 (CDM 2015) for the project identified on the cover of this document.
1.2 Services are limited to the CDM Principal Designer role as defined in CDM 2015. This appointment does not constitute appointment as Building Regulations Principal Designer under Part 2A of the Building Regulations 2010 (as amended), unless separately agreed in writing.
1.3 No other services are implied by this appointment.
1.4 In the event of conflict between documents forming this appointment, the order of precedence shall be: (1) any signed written amendment; (2) these Terms of Appointment; (3) Scope of Services; (4) Fee Proposal; (5) appendices or project information schedules.
Clause 2: scope of services
2.1 The base appointment covers CDM Principal Designer services for the pre-construction phase relating to the current design information, and includes the stages and deliverables set out in the Scope of Services. The base appointment concludes on issue of the Start-on-Site Handover Record unless extended by written agreement.
2.2 Services are limited to the CDM Principal Designer role as defined in CDM 2015, including planning, managing, monitoring and coordinating health and safety in the pre-construction phase. The Principal Designer does not control the construction phase, manage the site, supervise construction work, inspect contractor methods, or approve contractor means and methods unless expressly agreed in writing.
2.3 Where the construction-stage continuation service is selected in the Fee Proposal, construction-phase services are provided within the scope described above, and all other construction-phase services remain excluded unless separately agreed in writing. Where it is not selected, any construction-phase services require separate written instruction and are not implied by this appointment.
Clause 3: what is not included in the base appointment
3.1 The following are excluded from the base appointment unless separately agreed in writing: continuous site monitoring; site supervision or clerk of works services; general construction health and safety inspections; CDM compliance inspections or site visits during the construction phase; approval of contractor construction methods, temporary works design, scaffold design or scaffold installation; review of contractor design changes, substitutions or contractor-designed portions arising after the Start-on-Site Handover Record; retrospective review of design or construction not notified before it proceeds; and any ongoing design coordination duties after the start-on-site handover point.
3.2 The Principal Designer role does not include the duties of the Principal Contractor. The Principal Contractor is responsible for planning, managing, monitoring and coordinating the construction phase, preparing and implementing the Construction Phase Plan, and ensuring welfare provision from the start of construction.
Clause 4: appointment duration and endpoint
4.1 This appointment commences on the date set out on the cover of this document.
4.2 Unless the construction-stage continuation service is expressly selected in the Fee Proposal, the base appointment covers CDM Principal Designer services for the pre-construction phase relating to the current design information and concludes on issue of the Start-on-Site Handover Record. In that case it does not extend to ongoing construction-phase design coordination, review of contractor design changes or substitutions, contractor-designed portions, temporary works proposals, site variations, or retrospective review of unnotified changes. Where the continuation service is selected, the appointment continues after the Start-on-Site Handover only for the services expressly described in the Scope of Services.
4.3 If the works do not proceed, or are suspended for more than 12 months, either party may terminate this appointment on 14 days’ written notice.
Clause 5: the start-on-site handover
5.1 At the conclusion of the base appointment, the Principal Designer will issue a Start-on-Site Handover Record to the Client and Principal Contractor. The Handover Record will include the current Pre-Construction Information, Designer’s Risk Assessment, Residual Risk Review, document register, information register, Health and Safety File structure and any Health and Safety File information held by us at the handover date.
5.2 Where the appointment concludes and no other CDM Principal Designer remains appointed, the Principal Contractor shall be responsible for reviewing, updating and revising the Health and Safety File information for the remainder of the project and passing the completed file to the Client at completion.
5.3 The Start-on-Site Handover Record is a transfer of current information and status. It does not constitute approval that all construction activities are safe, that all outstanding design matters are resolved, or that no further design risk will arise.
Part B: post-start services
Clause 6: post-start design changes
6.1 Any review or coordination of construction-stage design changes, substitutions, contractor-designed elements, temporary works proposals, changes in sequence or method affecting design risk, or updates to the PCI, DRA, RRR or Health and Safety File arising after the handover point shall be an Additional Service unless expressly included in a separate written instruction.
6.2 The Client must ensure that any post-start design work is undertaken and coordinated by competent persons. Where the appointment concludes at handover, the Principal Designer is not retained to monitor or coordinate construction-stage design changes unless separately instructed.
Clause 7: no automatic replacement CDM principal designer
7.1 The Principal Contractor is not appointed by the Principal Designer as replacement CDM Principal Designer. Any appointment of a replacement CDM Principal Designer is a matter for the Client and must be made in writing.
7.2 A contractor should only be appointed to the CDM Principal Designer role where they are competent and adequately resourced to perform the relevant functions, including holding suitable professional indemnity insurance for that role. The Principal Designer may request evidence for coordination purposes but does not certify or approve the competence of any replacement appointee unless expressly agreed in writing.
7.3 If no replacement CDM Principal Designer is appointed after handover, each duty holder remains responsible for their own CDM duties. The Principal Contractor’s responsibilities are limited to their duties as Principal Contractor.
Clause 8: notification reliance
8.1 Any construction-stage services provided after the Start-on-Site Handover are dependent on the Client, Principal Contractor, contractors and designers notifying the Principal Designer of relevant design changes, substitutions, contractor-designed elements, temporary works proposals and material changes before affected works proceed.
8.2 The Principal Designer is entitled to rely on that notification process and is not responsible for reviewing or coordinating matters that have not been notified and could not reasonably have been known.
Clause 9: retrospective review
9.1 Retrospective review of design changes, substitutions, contractor-designed portions, temporary works proposals or construction already undertaken without prior notification is excluded from the base fee and will be undertaken only by separate written agreement.
9.2 Any retrospective review may be limited by the information available at the time of review and does not constitute approval of work already carried out.
Clause 10: re-engagement for post-start services
10.1 Following the Start-on-Site Handover, the Principal Designer may be re-engaged to review notified construction-stage design changes, substitutions, contractor-designed elements and related CDM information on an hourly rate or agreed fixed fee as set out in the Fee Proposal.
10.2 No post-start review is undertaken unless accepted in writing. No implied appointment arises from informal queries or correspondence unless accepted in writing by the Principal Designer.
Part C: commercial terms
Clause 11: fees and payment
11.1 Fees are set out in the Fee Proposal issued alongside this appointment and in the Agreed Fee section on the cover of this document. The Fee Proposal forms part of the appointment.
11.2 Invoices are payable within 30 days of the invoice date. Payment shall be made by bank transfer to the account details shown on the invoice.
11.3 If payment is not received within 30 days, interest shall accrue on the outstanding sum at 8% per annum above the Bank of England base rate from the due date until the date of payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
11.4 The Principal Designer reserves the right to suspend services on 7 days’ written notice if any invoice remains unpaid more than 30 days after its due date.
11.5 The agreed fee includes ordinary travel and expenses required to provide the services, including travel priced into the Fee Proposal from the site location. Any exceptional expense will be agreed with the Client in writing before it is incurred.
11.6 Fees are exclusive of VAT, which will be added at the prevailing rate.
11.7 Where the Fee Proposal includes construction phase services for a stated period on site, the fee covers that period measured from start on site: the date notified to HSE under the F10 notification where the project is notifiable, otherwise the actual start of the construction phase. If the construction phase continues beyond the stated period, and the handover concluding those services (the issue of the Health and Safety File at practical completion) has been neither requested nor issued, the project remains live and each further period of six months commenced is charged at the six month construction phase rate stated in the Fee Proposal, invoiced as each period commences.
Clause 12: additional services and variations
12.1 Where the scope of works changes materially from that described in this document, or where services beyond the agreed scope are required, the Principal Designer will advise the Client and agree additional fees in writing before proceeding.
12.2 Significant scope changes include, but are not limited to: change of Principal Contractor; appointment of additional contractors; material change to the construction programme; addition of notifiable elements; change of site; or instruction to provide post-start services not included in the base appointment.
Clause 13: suspension and termination
13.1 Either party may terminate this appointment by giving not less than 14 days’ written notice to the other.
13.2 Either party may terminate immediately on written notice if the other is in material breach of this appointment and (where the breach is capable of remedy) has failed to remedy it within 14 days of receiving written notice requiring it to do so.
13.3 The Principal Designer may suspend services on 7 days’ written notice if: (a) any invoice remains unpaid more than 30 days after its due date; or (b) the Client fails to provide information necessary for the performance of the services within a reasonable time of being requested.
13.4 On termination, the Client shall pay all fees due for services performed to the date of termination, together with any reasonable demobilisation costs. Any licence granted under clause 17.2 is conditional on payment of all outstanding fees.
Part D: professional standards and liability
Clause 14: insurance
14.1 The Principal Designer maintains professional indemnity insurance in the amount set out in the Fee Proposal, subject to the terms, conditions, exclusions and excesses of the policy. Details of cover are available on request.
14.2 The Principal Designer also maintains public liability insurance of not less than £1,000,000 and employers’ liability insurance as required by statute.
14.3 Insurance details are available on request. Cover is maintained for the duration of the appointment and for a period of six years following the Start-on-Site Handover or practical completion, whichever is later.
Clause 15: limitation of liability
15.1 The total liability of the Principal Designer to the Client in respect of all claims arising out of or in connection with this appointment, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the lower of: (a) the total fees paid by the Client under this appointment; and (b) £1,000,000. The Client is advised to seek independent legal advice on the effect of this limitation.
15.2 The Principal Designer shall not be liable for any indirect, consequential or economic loss, including loss of profit, loss of revenue, loss of business or loss of anticipated savings, even if advised of the possibility of such losses.
15.3 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other matter that cannot be limited or excluded by law.
Clause 16: reliance on information provided by others
16.1 The Principal Designer is entitled to rely on the accuracy and completeness of information provided by the Client, designers, contractors, consultants, surveyors and other duty holders. The Principal Designer is not responsible for verifying concealed conditions, intrusive survey findings, design calculations, contractor methods or specialist information unless expressly instructed.
16.2 Where we identify apparent gaps, inconsistencies or missing information, we will record and communicate them through the PCI, information register, Handover Record or correspondence. We do not warrant that all unknown or concealed risks have been identified.
16.3 Project information provided under this appointment may be stored in a secure project knowledge base, document register or project information portal used for delivery and record-keeping of the CDM services.
Clause 17: client obligations
17.1 The Client shall promptly provide, or procure the provision of, all information relevant to the project, including existing surveys, reports, drawings and statutory consents, when requested by the Principal Designer.
17.2 The Client shall notify the Principal Designer in writing without delay if there is any material change to: the scope or nature of the works; the identity of the Principal Contractor or any other key duty holder; the construction programme; the construction method; or any other matter that may affect health and safety planning.
17.3 The Client shall ensure that appointed designers and contractors cooperate with the Principal Designer and provide information required of them under CDM 2015.
17.4 The Client shall not instruct any contractor to commence construction, demolition, strip-out, structural alteration or other intrusive works while critical pre-construction information identified by the Principal Designer remains outstanding, unless the outstanding matter has been addressed through appropriate restrictions, exclusions, alternative controls or written clarification from the relevant competent duty holder.
17.5 Where the base appointment concludes at the Start-on-Site Handover, the Client must ensure that any further design work, substitutions, contractor-designed portions, temporary works proposals or post-start design changes are undertaken and coordinated by competent persons.
Clause 18: intellectual property
18.1 Copyright in all documents, reports and other outputs produced by the Principal Designer in connection with this appointment vests in and remains with ClearCDM / Robbie Thompson Design Ltd.
18.2 The Client is granted a non-exclusive licence to use those outputs for the purposes of the project described in this appointment. The licence does not extend to modification, reproduction for other projects, or sublicensing without the prior written consent of the Principal Designer.
18.3 Payment of all outstanding fees is a condition of the licence granted in clause 18.2.
Part E: legal and regulatory
Clause 19: confidentiality
19.1 Both parties shall keep confidential all information obtained from the other party and shall not disclose it to any third party without prior written consent, except: (a) where required by law, regulation or court order; (b) to the extent reasonably necessary to perform obligations under this appointment; or (c) where the information is already in the public domain.
19.2 The Principal Designer may disclose project information to other duty holders (designers, contractors, HSE) to the extent required to perform the CDM Principal Designer role.
Clause 20: data protection
20.1 Both parties shall comply with applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.
20.2 The Principal Designer processes personal data provided under this appointment as a data controller for the purposes of managing the CDM appointment and delivering the agreed services. Data is retained for a period of seven years following the Start-on-Site Handover or practical completion, whichever is later.
20.3 Personal data will not be used for unrelated marketing purposes and will be shared with third parties only where necessary for the delivery of the project or as required by law.
20.4 The Client’s privacy rights and the Principal Designer’s full privacy policy are available on request.
Clause 21: domestic client duty transfer
21.1 Where the Client is a domestic client within the meaning of CDM 2015 Regulation 7, certain client duties under the Regulations transfer to other duty holders in accordance with the Regulations.
21.2 ClearCDM is appointed as CDM Principal Designer only. This appointment does not constitute appointment as Principal Contractor, and the Principal Designer does not accept responsibility for managing the construction phase or for the duties that transfer to the Principal Contractor under Regulation 7.
21.3 Where the Client is a commercial client, the full set of client duties under CDM 2015 Regulation 4 remains with the Client throughout the project.
Clause 22: dispute resolution
22.1 If any dispute arises in connection with this appointment, the parties shall attempt to resolve it by good-faith negotiation between senior representatives within 14 days of written notice of the dispute.
22.2 If the dispute is not resolved within 28 days of the initial notice, either party may refer it to mediation through a mediator agreed between the parties, or, in default of agreement, appointed by the Centre for Effective Dispute Resolution (CEDR).
22.3 If the dispute is not resolved through mediation, it may be referred to adjudication under the Scheme for Construction Contracts (England and Wales) Regulations 1998 or, by agreement, to RICS arbitration.
22.4 Nothing in this clause prevents either party from seeking urgent injunctive or declaratory relief from the courts.
Clause 23: third party rights, entire agreement and governing law
23.1 This appointment is not intended to confer any benefit on any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this appointment.
23.2 This document, together with the Fee Proposal, constitutes the entire agreement between the parties in respect of the CDM Principal Designer appointment. It supersedes all prior negotiations, representations or agreements relating to the same subject matter. No variation to this appointment shall be effective unless agreed in writing and signed by both parties. Acceptance may be confirmed by signature, electronic signature, or completion of the client onboarding acknowledgement issued with this appointment.
23.3 This appointment and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that, subject to clause 22, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
Published 12 August 2026. If anything here conflicts with the appointment document issued for your project, the appointment document governs.